HomeMy WebLinkAbout07. 14-531
DECEMBER 9, 2014 14-531 RESOLUTION
(CARRIED__7-0_____LOST________LAID OVER________WITHDRAWN________)
PURPOSE: APPROVE AMENDMENT TO AGREEMENT WITH LIFEQUEST FOR
AMBULANCE BILLING AND COLLECTION SERVICES
INITIATED BY: FIRE DEPARTMENT
WHEREAS, the City of Oshkosh, hereinafter referred to as CITY, and Lifeline
Systems, Inc. d/b/a LifeQuest Services, entered into an Agreement for ambulance billing
services dated January 28, 2011; and
WHEREAS, the term of the existing Agreement extends through December 31,
2014; and
WHEREAS, the parties wish to extend the current Agreement through December
31, 2015; and
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Oshkosh that the proper City officials are authorized to enter into and implement an
Amendment to the current Agreement with LifeQuest Services for the purpose of providing
an extension of the term of the current Agreement through December 31, 2015, with all
other provisions within the Agreement remaining unchanged and the proper City officials
are hereby authorized to execute and deliver the amendment in substantially the same
form as attached hereto, any changes in the execution copy being deemed approved by
their respective signatures, and said City officials are authorized and directed to take those
steps necessary to implement the terms and conditions of the Agreement as amended.
Acct. No. 100-0240-4538-00000 – Ambulance Fees
CITY HALL
215 Church Avenue
P.O.Box 1130
Oshkosh,Wisconsin City of Oshkosh
54903-1130
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O.fHKOlH
TO: Honorable Mayor and Members of the Common Council
FROM: Tim Franz, Fire Chief
Trena Larson, Finance Director
DATE: December 2, 2014
RE: Request to Approve Billing Agreement
BACKGROUND
The contract with our current ambulance billing provider Lifequest of Wautoma,
Wisconsin, expires at the end of 2014. They have agreed to renew this contract for 2015
at their original contract rate which is 5.49% of net payments from billing (Phase I and II)
and 28% for payments that require comprehensive collections efforts (Phase III).
ANALYSIS
Lifequest has been providing ambulance billing services for the City since January of
2010 and they are performing well in processing our bills and collections. They are also
very responsive and cooperative with City staff in day to day operations as well as
dealing with any issues that arise. A strong indicator of performance is collections made
within 120 days of service, of which 92.5% of their collections were completed in this
phase. In addition to the billing services Lifequest provides training to our personnel and
guidance to assure we stay current with current billing practices and laws.
FISCAL IMPACT
Lifequest's fee is based on the payment(s) received and the period of time it takes to
collect. The estimated fiscal impact for 2015 is $145,000.00 to $150,000.00.
RECOMMENDATION
We recommend based on our analysis that the Council renew the contract with Lifequest
Services for ambulance billing. In addition to providing a favorable rate, continuity of
service and the cooperative relationship are additional factors for our recommendation.
Please direct any questions regarding this matter to the Fire Chief or Finance Director.
Respectfully Submitt , Approved:
� � � ���/
��� �~��
Timothy Franz City Manager
Fire Chief
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AMENDMENT
The City of Oshkosh, hereinafter referred to as CITY, and Lifeline Systems, Inc
d/b/a Lifequest Services, hereinafter referred to as LIFEQUEST, entered into an
Agreement for ambulance billing services dated January 28, 2011. The initial term was for
a two (2) year period commencing January 1, 2011. The Agreement also contained two,
one (1) year renewal periods.
The Agreement will expire on December 31, 2014, and the parties wish to extend
the current Agreement through December 31, 2015 to provide the parties the opportunity
to explore the negotiation of a new Agreement. The parties are hopeful that further
negotiations will be successful if allowed additional time and that both receive a business
benefit through this extension and Amendment.
The parties, therefore, agree as follows:
1. The term of the Agreement dated January 28, 2011 and scheduled to expire on
December 31, 2014 is hereby extended for an additional one (1) year term and
will therefore expire on December 31, 2015 without further action on the part of
either party.
2. All other provisions in the Agreement will remain in full force and effect.
3. A copy of the January 28, 2011 Agreement to be extended is attached as Exhibit
A.
In the Presence of: LIFELINE SYSTEMS, INC. (d/b/a
LIFEQUEST SERVICES)
By:
(Seal of Contractor if a Corporation.) (Specify Title)
By:
(Specify Title)
CITY OF OSHKOSH
By:
Mark A. Rohloff, City Manager
And:
Pamela R. Ubrig, City Clerk
Approved as to Form:
Lynn A. Lorenson, City Attorney
I hereby certify that the necessary provisions
have been made to pay the liability which will
accrue under this contract.
City Comptroller
AGREEMENT
THIS AGREEMENT, made on the ��`'��day af January, 2011, by and between
fhe CITY OF OSHKOSH, hereinafter referred to as CfTY, a municipal corporation wifh its
business address at 215 Church Avenue, Oshkosh, WI 54901, and L.ifeline Systems Inc.,
d/b!a LifeQuest Services, a corporation duly organized and existing under the faws of the
State of Wisconsin, whose address is N2930 S#ate Road 22, Wautoma, Wisconsin 54982
hereinafter referred to as "Agency".
WITNESSETH:
That the Cify artd fhe Agency, for the consideration hereinafter named, agree as
follows
ARTICLE I. SCOPE O�WORK
The Agency shall provide alf supervision, labar, materials and equipment to provide
ambulance billing services as described in this Agreement, inc[uding atfachments A, B,
and C atfachad to this Agreement, the City's Request for Quotes EMS Billing Services
- 2011 and the Proposal of the Agency. [f anything in the Agency's Proposal canflicts with
fhis Agreement or the Request far Quotes, the provisions in this Agreement and the
Request for Quotes shafl govern.
The Agency shall assume all outstanding accounts from #he City's current
ambulance billing service and process those accounts beginning at phase II for at least
120 days, and then processing through phase Ifl as described in Article VI of this
Agreement and in Agency's proposal. If any oufstanding accounts have not been through
the phase I process when received by the Agency, the Agency shaii process thase
accounts as though they were new accounts, proceeding through all three phases of the
bilfing process. F'ees for these services shall be the same as provided for all new accounts !
in Article VI of this Agreement.
The Agency may provide additional products and/or services if such
products/services are agreed to in writing by the Authorized Representative of the City.
ARTICLE ll, C(TY RESPONSIBLIT[ES
The City shall furnish, at the Agency's request, such informa#ion as is needed by the
Agency to fulfill its responsibilities as outlined in fhis Agreement, Request for Quotes and
Quote.
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To prevent any unreasonable defay in the Agency's work the City will examine alf
reparts and o#her documents and will make any authorizations necessary to proceed with
work witFtin a reasonable time period.
ARTICLE III. TERM
Unless otherwise terminated as provided herein, and subject to the annuai appropriation of
funds by the City to maice the Cify's payments hereunder, the initial ferm af this Agreement
shafl be for two (2) years commencing an January 1, 2011 and expiring on December 31,
2012; provided however the Cify shall have the option to renew#his Agreement for two {2)
additional one (1} year periods under the same #erms and conditions as set forfh herein by
giving written notice to the Agency of fhe City's election to so extend the term hereof, such
notice to �e given not less than ninety (90) days prior to the expiration of the initial term or
any successive additional #erm.
ARTICLE fV. FEES FOR SERVICES
A. Fees. Client shall pay Agency the fees set forth in this Articfe ("Fees").
Phase One. 5.49 % of the Patient Accounts co[Iected in phase one
by 911 Pro Billing as further detai[ed in Agency's Proposa[ ("Phase
One").
Phase Two. 5.49 % af the Patient Accounfs collected in Phase Two
as 911 Pro BiEling as detailed in Agency's Proposal ("Phase Two").
Phase Three. 28 % of the Patient Accounts collected in Phase
Three as LifeQuest as detailed in Agency°s Proposal. Client is
responsib[e far all attorney's fees and colfection costs for filing a
conciliation court action. Agency shall assist the C[ient in the
process of preparing for the hearing, however, Agency is prohib�ted
from engaging in the practice of law in any manner relating to such
action and shafl not represent Client accarding to Wisconsin Statute
§ 757.30.
***Note: A# the end of the first twelve {12) month period ofi initial confract term and
upon mutual agreement of both Parties, the City may consider upgrading Phase One
and Phase Two billing services to the LifeQuesf Billing and Collec#ions product which
includes enhanced billing prac#ices. The Fees in Phase One and Phase Two under the
LifeQuest Billing and Collections product sha() not exceed 7 % of the amounfs
collected. Phase Three will remain at 28 % of the amounts collected.
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B. Payment of Fees. Agency shall provide month[y paymenfs to #he City of
amounts co[lected on behaff of the City, net of fees as provided above, by the
10th working day of the foflowing manth,
C. Additiona( Costs. Costs for additional services shall be negofiated and set
forth in a written amendment to this agreement executed by both parties prior to
proceeding wifh the work covered under the subject amendment.
ARTICLE V. HOLD HARMLESS
The Agency agrees to hold harmless Ci#y, its officers, afficia(s, employees and
agents harmless from any and all liability, including claims, demands, losses, costs,
damages, and expenses of every kind and descripfion where such liability is founded upon
or grows out of fhe acts or omission of any of the Agency's afficers, employaes or agents
whi[e acting within the scope of their employment.
Subject#o any [imitatians contained in secs. 893.80, 345.05 or any similar statute of
the Wisconsin Statutes, City agrees to hold harmless Agency, its officers, officials,
emplayees and agents harmiess from any and all liability, including claims, demands,
losses, costs, damages, a�d expenses of every kind and description where such fiability is
founded upon or grows aut of the acts ar omission of any of the City's officers, empfoyees
ar agents while acfing within the scope of their employment.
ft is the intention of this section that each party is responsible far and holds the
other party harmless for the acts and omissions of its own afficers, officials, employees or
agents while acting within the scope of their employmenf.
ARTICLE VI. lNSURANCE
The Agency agrees to abide by the City of Oshkash lnsurance Requirements as included
within the Request for Quotes,
ARTICLE VII. TERMINATION
A. For Cause. �
If either pa�ty shalf fai[ #o fulfill in timely and proper manner any of its obligations under this
Agreement, the other party shall have the right ta terminate this Agreement. The party
seeking to terminate shall give the ather pa�ty 30 days written notice to either correct the �
deficiency nated or the Agreement shall be terminated. If the de�ciency is not corrected '
within 30 days from the date of notice, then #he Agreement shall be terminafed and no
further notice sha[I be required. In this event, the Agency shall be entitled to compensafion
far any satisfactary, usable work compfeted.
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This document and any specified attachments contain all terms and conditions of
fhe Agreement and any alteration thereto shaU be invalid unless made in writing, signed by
� both parfies and incorporated as an amendment to fhis Agreement.
[N WlTNESS WHEREOF, the Parties have entered into this Agreement as of the
Effective Date.
Agency: Client:
Lifefine Systems Inc., d/b/a LifeQuest City of�shkosh,
Services a Wisconsin munic�pafity
a Wiscons[n corporation
,
�---_ �—. s����
By: erald W. Mif(er By: Ma k A. Rohloff , ,
[ts: President/CEO I#s: City Manager �
Y� 1�e,�A �. ���
Its: Ci#y erk '�
By: Peg y A. teeno `
Its: Director of Finance
Approved as to Form:
,�
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� : Ly, n A. Lore 5.�r�
Its: City Attorney
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Attachment A
B[LLING PR�CEDURES
1. EVERY PATIENT must have the Insurance/Medicare Authorization form, signed at the
hospital by the patient or patient's representafive.
2. EVERY Medicare or Medicaid pat�ent that is transported from hospital to hospita( and
hospifal to nursing home/residence must have a Physicians Certification Statement for
transport completed by a doctor BEFORE the transport unless there is an acute
emergency.
3. Agency does not bi[I for WAITING T(ME for Medicare patients. Rather, the patient is
bi[led for two separate runs.
4. On Run Forms:
A. All tfocuments must be written legibly.
B. The patient's name, address, phone number and Saciaf Security number need
to be documented on the proper form.
C. Record location of patient pick-up and transport destination.
D. Recard a(1 appropriate dispatch information. (Nature of CaA)
E. Record all patient past history refated to this emergency/non-emergency.
F. Record al! patient comp{aints related #o fhis emergency/non-emergency.
G. Campfete a detail narrafive indicating the medical necessity for transport.
H. Record patienf's date of birth.
I. Record admitting/receiving doctor's name (first & last}.
J. Obtain a copy of fhe haspital top/face sheet from #he Emergency Department
admit.
K. �btain al! available insurance information, including complete hospital admit
form - copies o#insurance cards are very helpful.
L. Record the responsible party for all patienfs.
M. Record all times accurately.
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N. Record odometer readings for loaded mileage.
O. Record crew names, crew license levels and any specia[ty areas of expertise
that are refevant to the patient care being provided.
P. Have all crewmembers review the forrti for accuracy and completeness before
leaving receiving facility.
Q. Camplete disposables bi[ling, procedure and crew record form.
R. Client shall keep copies of afl information pravided to the Agent.
S. Record reasons why transpar� by ather means was contraindica#ed.
T. Record reasons why the level of service was required, i.e. AL.S assessment.
U. Record patient condifion a#the time of transport including chief complaint.
V. Record zip code at point of pickup.
W. Obtain necessary Medicare and Medicaid waivers where appropriate, signed by
patient or other appropriate person. *PCS and/ar ABN
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Atfachment B
Healthcare Account Provisions
Healthcare Accounts. Any Patient Accounfs that are provided by a Client that is
regulated by the Health (nsurance Portability and Accountability Act of 1996
("HIPAA") require additional obligations, warranties and covenants by the Parties
that are referenced in this Agreement and within the incorporated and Attachments
B and C.
These provisions provide additionaf terms not included in the Agreement that apply
to any Healthcare Accaun#s placed by Ciient.
1. Heatthcare Account Laws. H[PAA and the Electronic Transaction, Securify and
Privacy Standards (the "Standards") promulgated by the Department of Health and
Human Services {"HHS") and set farth in 45 C.F.R. Parts 142, 160, 162 and 164; as
welf as 45 CFR Parts 160, 162 and 964 issued pursuant to HfPAA governing
privacy of certain informatian (the "HIPAA Privacy Rule"} ar the security of certain
� information (fhe "H(PAA Security Rule") (collectively referred to as the "HIPAA
Rules") (HIPAA, the Standards and the HIPAA Rules shall collectivefy be referred to
as "Healthcare Account l.aws").
2. Healthcare assurances, Agency, for the purpase of the Healthcare Accounts: (i) is
a "Business Associate" under HfPAA and (ii} will perform the Services within the
limits af the Healthcare Account Laws,
3. "Services" for Heafthcare Accounts aiso specEfically include: (i} the determination
of eligibility or coverage, including coordination of benefits ar the determination of
cost sharing amounts, and subroga#ion of health benefit claims; (ii) obtaining
payment under a contract for reinsurance and refated health care data processing;
and (iii) review of health care services with respect to coverage under a health plan
or justification of charges.
4. Return of accounts. C{ient must accept, wi#hout pena(ty to Agency, any
Healthcare Account that Agency believes or has reason to believe is subject to
restrictions on the use ar disclosure of Protected Health Information, as defined in
45 C.F.R. § 160.103 ("PH1").
5. Notification requirements. Client must immediately notify Agency in writing of its
actual or reasanably canceived knawledge of any restrictions placed on the use of
Agency, a[ong with sufficient detail to allow Agency to honor such restric#ions.
6. Client representations. Client "Representatians" also include (i) Client has and
shall obtain all necessary consents under 45 C.F.R. § 164.506 (c) for a11 Heafthcare
Accounts, sufficient to permit the disclosure of PHf ta Agency and to permit Agency
to perform services incidental to this Agreement; (ii) that the uses and disclosures of
fhe PHI of Healthcare Accounts are consistent and in accordance with the Client's
privacy policies and procedures adop#ed pursuant ta the Standards, H1PAA and any
other Applicable Laws and (iii) all uses and disc[osures of the Healthcare Account
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infarmation specified in this Agreement are made and authorized as part of
treafinent, paymer►t and healthcare operations relating to Client.
7. Special confidentiality considera#ions for Healthcare Accounts. The
confidentiality considerations contained in this section app[y to Healthcare Accounfs
only.
a. Agency is not prahibited by confidentiality from sending the patient or the
responsible party a copy of the bil! issued by Client or using a copy of the bill
issued by Client as evidence in a court proceeding.
b. To fhe extent the Services provided to Client by Agency may cause Agency
to be defined as a "Business Associate" of Client under the HIPAA Rules,
and the Client in its capacity as a "Covered Entity" as defined in the HIPAA
Privacy Rule is required to comply with the HfPAA Privacy Rule or the HIPAA
Security Rule, Agency sha(L•
i. nat use or further disclose PHf, other than as permitfed or required by
�his Agreement or as required by faw, further provided that in any
case, such use ar disc(osure would not constitute a violation of the
HIPAA Privacy Rule if done by Clienfi
ii.other fhan as provided for in this Agreement, use appropriate
administrative, physical and fechnicaf safeguards to prevent use or
disclosure of PHI, and to reasonably and appropriately protect the
confidentiality, integrity and avaiiabilify of the electronic PHl that
Agency creates, maintains or transmifs an behalf of Agency, and
provide Clienf with any requested information regarding such
safeguards;
iii. be obligated to provide information, to make corrections or
amendments to information, to respond to the writteri instruction or
request of Client; and deliver information and documentation to Client
as directed, in writing, �y Cfient;
iv. promptly report to Client any use or disclosure of PHf by
Agency, its officers, directors, employees, agents and subcontractors
and, to the extent known by Agency, report to Client any use or
disclosure by such persons nat autharized by this Agreement and the
remedia[ acfion talcen by Agency with respect to such use or
disclosure and provide such informafion to Client upon written request
of C[ient, which request sha[I be made only in connection with an
accounting request made to Client under fhe then applicable HIPAA
Standards;
v, information regarding any unauthorized use or disclosure of
PHl shalf be maintained by Agency for a period of not less than six (6)
years from the dafe of such unaufhorized use or disclosures;
vi. report to Client any PHl not provided fo Agency by C[ient that
Agency becomes aware;
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vii. ensure fhat any agents of Agency, including a subcontractor, to
whom Agency provides PHf that is received from, or created or
received by Agency an behalf of Clien#, agrees to the same
restrictions and conditions set forth in this section that apply to Agency
with respect to such PHf;
viii. to the extent app(icabEe to Agency, promptly make available
PH1 �n the Designa#ed Recard Set {as defined in 45 C.F.R. § 164.501)
in accordance with 45 C.F.R. § 164.524;
ix. to the extent applicable to Agency, promptiy make avaifable
PHI in the Designated Record Set for amendment and incorporate any
amendments to PH( as requesfed by C[ient in accordance with 45
C.F.R. § 164.526;
x. to fhe extent applicable to Agency, promptly make availab[e
information required for Ciient to pravide an accounting of disclosure
in accordance with 45 C.F.R. § 164.528;
xi. use and disclose the informafion for the proper management
and administration of Agency and ta carry out fhe legal responsibilities
of FAC, including, but not limited fo its duties under the FDCPA and as
otherwise pravided in this Agreement;
xii, mitigate, to fhe extent practicable, any harmful effect fhat is
known to Agency, of a use or disclosure of PHI by the Agency in
violation of this Agreemenf;
xiii. shall provide Client with copies of any subcontractor or agent
contracfs upon written request throughout the Term;
xiv. make PH( available ta Client and to the individual who has a
right of access as required under HIPAA within thirty (30) days of the
request;
xv, make Agency's internal practices, books, and records related to
the use and disciosure of PHI received fram, or created or received by
Agency on behaif of Client avaiiable ta fhe Secretary of Health and
Human Services far purposes of determining Client's compliance with
the Health and Human Services Department Standards for lndividualfy
Idenfifiable Health Information, 45 C.F.R. Parts 942, 16Q, '[62 and
164; and
xvi. with[n thirty (30} cafendar days of termination of this
Agreement, if feasible, return afl PHI received from, or created or
received by FAC, its agents and subcon#ractors on behaff of Client
fhat is maintained in any form, ar, if such return is not feasible, extend
the protections of this secfion to the PHI retained by Client and limit
further uses and disclosure of PHI to those purposes that make the
return or destruction of the PHI infeasible.
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8. Reimbursement. Client sha[f reimburse Agency for reasonable costs and
expenses that it incurs to search, restore, compile, photocopy ar otherwise
reproduce and deliver information, data or documents pertaining fo Services
provided under this Agreement whether requested by Cfient, its agents and
representatives, the patient for whom healthcare services were provided, the
responsibfe party on fhe Healthcare Account, the Department of Health and Human
Services or any ofher person or entity entitled to such informafion by operation of
faw or contract.
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Attachment C
Supplemental Business Associate Provisions
These provisions provide additional terms not included in the Agreement #hat apply
to any Hea(thcare Accounts placed by Client.
9. Purpose. The Parties hereby intend to provide additional protectians for the
privacy and the security of PH[ disclosed to Agency for Healfhcare Accounts only, in
compfiance with the Heaithcara Accounts Laws, specifically the HIPAA, and ta
satisfy certain standards and requirements af HIPAA, including, but not limited to
Title 45, Section 164-504(c) of the Cade of Federal Regulations ("CFR"), as the
same may be amended from fime to time. lf this addendum in any way conflicts
with ofher provisions of the Agreemen# re(ating to Healthcare Accounts, fhen the
stricter of the confiicting provisions shall apply.
2. Additional definitions. Within this Addendum, the fol[owing meanings have been
added or added fo: (i) "Business Associate" means and is interchangeable with
Agency; {ii) "Covered En#ity" means and is interchangeable with Client and {iii) "PHl"
includes any information, whether oral or recorded in any form or medium: (a) that
relates to fhe past, presen# or future physical or mental condition of a patient, the
provision af health care fo a patient, or the past, present or future payment for the
provision of heaith care to a patient; (b) that identifies the patient or with respect to
which there is a reasanable basis to believe the information can be used to identify
the patient, and shal[ have the meaning given to such term under HIPAA Laws,
including, but not limited ta 45 CFR Section 164.501; and (c) is limited to the
information provided and/or made available by Covered Entity fo Business
Associate (see 45 CFR § 160.103; 45 CFR § 501).
3. Additional Business Associate obtiga#ions.
a. Permitted Uses and Disctosures. Business Associafe may use and/or
disciose PHI in the perFormance of its obiigations under the Agreemenf, as
permitted by the Healthcare Account Laws and in compliance with the ferms
of this exhibit (see 45 CFR § 164.504(e)(2)(i)).
b. Use and Disclosure far Management, Administra#ion and Legal.
Business Associate is permitted to use andlor disciose PHI for the proper
management and administration of Business Associate or to carry out the
fegal res�onsibi[ities af Business Associate.
c. Data Aggrega#ion Services. Business Associate is permitted to use and
disclose PH1 to provide "Dafa Aggregation Services," as defined by 45 C.F.R.
164.501, relating to the hea(th care operations of Cavered Entity. The
Parties agree that any PHI provided to Business Associate hereunder which
is (ater de-identifed and there�ore no [onger identifies a pafient, will no longer
be subjecf to the provisions set forth in this addendum.
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d. Nonclisciosure. Business Associate wi[f not use or further disclose Covered
Entity's PHI other fhan as permitted or required by this addendum or as
required by law (see 45 CFR §164,5Q4(e){2){ii)(A)).
e. Express allowances. Business Associate is expressly authorized to use
the PHI for: (1) the preparafion of invoices ta patients, carriers, insurers and
ofhers respansible for payment or reimbursement of the services provided to
the patients; (2) the preparation of reminder notices and documents
pertaining to col[ections of overdue Healthcare Accounts and (3) fhe
submission of supporting dacumentation to carriers, insurers and other
payers to substantiate the heaith care services provided to the patients or to
appea[ denia[s of paymenf for same.
f. Safeguards. Business Associate shall use appropriate safeguards to
prevent use or disclosure of Covered Entity's PHI other than as provided for
by fhis addendum (see 45 CFR § 'I64.504(e)(2}(ii)(A}).
4. Reporting of disclosures. Business Associate shall immediately report ta
Covered Entity any use or disclosure of Covered Entiiy's PH) not allowed by this
exhibit or the Agreement that Business Associate becomes aware of(see 45 CFR §
164.504(e)(2)(ii)(C)).
5. Business Associate's agents. Business Associate shall ensure fhat any agenfs,
including subcontractors, to whom it provides PHI received from, created or
received by Business Associate an behaif of Covered Enfity agree to the same
restrictions and conditions that apply to Business Associate with respect to such
PHI (see 45 CFR § 164.504(e){2)(D}).
6. Availability of information to Covered Entity. Ta #he extent appEicable, Business
Associate sha[I make availabfe to Covered Entity such information as Covered
Entity.may require ta fulfi[f Covered Entity's obligatians to provide access to, provide
a copy of, and account for disclasures with respect to PH{ pursuant #o HIPAA
incluciing, but not limited to, 45 C�R Sections 164.524 and 164.528 (see 45 CFR §
164.504(e)(2)(E) and (G)).
7. Amendment of PHI. To fhe extent Business Associate maintains PHI in a
Designated Record Set, as defined by 45 C.F.R 164-509, Business Associate shall
make Covered Entity's PHI available to Covered Entity as Covered Entity may
require to fulfill Covered Entity's obligations to amend PHl pursuant to H1PAA,
including, but not limited to, 45 CFR Section 164.526 and Business Associate shall,
as directed by Covered Entity, incorporate any amendments ta Covered Entity's PHf
into copies of such PHI maintained by Business Associa#e (see 45 CFR §
164.544(e)(2)(F}).
8. lnfernal Practices. Business Associate shall make its internal practices, books and
records relating to the use and disc)osure of PHI received from Covered Entity (or
created or received by Business Associate on beha(f of Covered Entity} available to
the Secretary of fhe U.S. Department af Heaith and Human Services for purposes
of determining Business Associate's compliance with HfPAA and the HIPAA
Regulations {see 45 CFR § 164.504(e){2){H}}.
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9. Notification of Breach. Business Associate shall notify Covered Entity as soon as
commercially reasonable of any unauthorized use or disciosure of PHI or Security
lncident, as defined by 45 C.�'.R. 164.304 of which Business Associa#e becomes
aware, but in no event shall Business Associate delay more than forty-eight (48)
hours after discovery of a breach before notifying Covered Entity. Business
Associate sha11 take prompt corrective action to cure any such deficiencies. In the
event of a disclosure of PHi that requires natificafion, Cavered Entify shall develop
and ta[ce the lead in c4mpiying with HIPAA notifica#ian provisions, and Business
Associate shaEl cooperate as reasanably required.
10.Termination. ff either Business Associate or Covered Entity knows of a pattern of
activi#y or practice of the other that consfitutes a material breach or violation of the
party's obligations under the provisions of fhis addendum, then Business Associate
or Covered Entity shall send written notice fo the other describing the other Party's
failure in detail and affording that Party a thirty (30) day period in which to cure such
failure. lf the Party's efforts to cure such breach or end such vio[ation are
unsuccessful, the other party shall either: {i) terminate the Agreement, if feasible or
(ii) if fermination of fhe Agreement is not feasibfe, fhe Party discovering the breach
shalf report the other's breach or violatian to the Secretary of the Department af
Heafth and Human Services (see 45 CFR § 164.504(e)(9}(ii)}. Upon termination of
fhis addendum or the Agreement for any reason, Business Associate shal! return or
destroy all PH1 received from Covered Entity (or created or received by Business
Associate on behaff of Covered Entity) that Business Associate stilE main#ains in any
form, and shall retain no copies of such PHI or, if return or destruction is not
feasible, it shall continue to extend the protections of this Addendum to such
information, and limi#further use of such PH1 to thase purposes that make the return
or destruction of such PHI infeasible (see 45 C�R § 164.504(e)(2)(f)).
'f 1.Amendment to Comply wi#h Law. The Parties acknowledge that stafe and federal
laws relating ta electronic data security and privacy are rapidly evolving and that
amendment of this acldendum may be required to provide for procecfures to ensure
compliance with such developments. The references to the specific Healthcare
Account Laws referenced parenthetically at fhe end of certain provisions in this
addendum are used to show the fegal reference upon which the provision is based
upon, but shall have no legal effect tha# requires the referenced law ta be fully
incorporated herein. Upon Covered Enfity's request, Business Associate agrees to
prampf[y ta enter into negotiations with Covered Entity concerning fhe terms of an
amendment to this Addendum embodying written assurances to the extent
necessary to allow Covered Entity to comply with amendments to the standarcfs and
requirements of the Healthcare Account Laws.
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12.Assistance in Litigation or Administrative Proceedings. Each Party shall make
itself, and any subcontrac#ors (to the extent possible), employees or agents
assisting Business Associate in the performance of its obligations under this
Addendum, avaifabie to the other Party, at no cost to the other Party, to testify as
witnesses, or otherwise, in the event of litigation or administrative proceedings
being commenced against the other Pariy, its directors, officers or employees
based upon claimed violation of H1PAA flr other Heaithcare Account Laws relating
fo security and privacy, except where fhe Party or its subcontrac#o�, employee or
agent is a named adverse to the other Party.
13.No Third Par�y Beneficiaries. Nothing express or implied in this Addendum is
intended to confer, nor shalf anything herein confer, upon any person other than
Covered Entity, Business Associate and their respective successors or assigns, any
rights, remedies, obligations or liabifities whatsoever.
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